If you’re part of a group that has already saved the world nine times, eventually you can’t help but wonder: Isn’t it somebody else’s turn?

Unfortunately, that kind of thinking directly leads to the latest global threat in Avengers: Age of Ultron, and Entertainment Weekly’s Comic-Con 2014 preview gives you an exclusive First Look at the big, bad robot causing all the grief in next summer’s superhero team-up.

The good guys are tired, S.H.I.E.L.D. has been destroyed, and there’s no one else for the planet to turn to when menace looms on the horizon. Everyone wants a break—and that’s exactly how they’re about to be broken. There’s no abdicating heroism.

“What you said about abdication is apt, but I think it’s also about recognizing limitations,” Robert Downey Jr. says. “The downside of self-sacrifice is that if you make it back, you’ve been out there on the spit and you’ve been turned a couple times and you feel a little burned and traumatized.”

For better or worse (trust us, it’s worse), his Tony Stark has devised a plan that won’t require him to put on the Iron Man suit anymore, and should allow Captain America, Thor, Black Widow, Hawkeye, and the Hulk to get some much needed R&R as well. His solution is Ultron, self-aware, self-teaching, artificial intelligence designed to help assess threats, and direct Stark’s Iron Legion of drones to battle evildoers instead.

The only problem? Ultron (played by James Spader through performance-capture technology) lacks the human touch, and his superior intellect quickly determines that life on Earth would go a lot smoother if he just got rid of Public Enemy No. 1: Human beings. “Ultron sees the big picture and he goes, ‘Okay, we need radical change, which will be violent and appalling, in order to make everything better’; he’s not just going ‘Muhaha, soon I’ll rule!’” Whedon says, rubbing his hands together.

“He’s on a mission,” the filmmaker adds, and smiles thinly. “He wants to save us.”

The hard part about battling Ultron, as the cover image suggests, is that he’s not just a robot—he’s a program, capable of uploading himself and disappearing not into the clouds but the Cloud. And he has a bad habit of rebuilding himself into stronger and more fearsome physical forms.

The cover story runs through a pivotal early scene in the movie that I witnessed on set, and explains where some of the new characters (Scarlet Witch, Quicksilver, The Vision) fall on the good-guy/bad-guy spectrum. It also reveals exactly how Marvel Studios is retooling the origin story for Ultron, who first appeared in the comic books in 1968.

Elsewhere in the Comic-Con issue, beloved poster artist Drew Struzan discusses some of his most memorable work on franchises like Star Wars and Indiana Jones; the cast and crew of The Terminator recall their work on the sci-fi classic in time for its 30th anniversary; the YouTube sensation known as Stampylonghead steps out of the video game Minecraft long enough to discuss his growing kids-entertainment empire; and we offer sneak peeks at a bunch of Comic-Con-bound projects in movies, TV, games, and comics (including exclusive images from The Hobbit: Battle of the Five Armies, Mad Max: Fury Road, and Gotham).

For more on The Avengers: Age of Ultron and the rest of our Comic-Con preview, pick up a copy of this week’s Entertainment Weekly, on stands Friday.